MIRA INFORM REPORT

 

 

Report No. :

354388

Report Date :

14.12.2015

 

IDENTIFICATION DETAILS

 

Name :

SHYAM CENTURY FERROUS LIMITED

 

 

Registered Office :

Village Lumshnong, PO: Khaliehriat, District Jaintia Hills-793210, Meghalaya

Tel. No.:

91-3655-278215 / 16 / 18

 

 

Country :

India

 

 

Financials (as on) :

31.03.2015

 

 

Date of Incorporation :

12.04.2011

 

 

Com. Reg. No.:

13-008578

 

 

Capital Investment / Paid-up Capital :

Rs. 0.500 Million

 

 

CIN No.:

[Company Identification No.]

L27310ML2011PLC008578

 

 

IEC No.:

Not Divulged

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

Not Available

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer of Ferro Alloys and Generation of Power. (Registered Activity)

 

 

No. of Employees :

167 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (41)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject was established in the year 2011 and it is engaged in manufacturing of Ferro Alloys and generation of Power. The manufacturing unit is located at Byrnihat, Meghalaya. The company is selling its product across India.

 

Pursuant to the Scheme of Arrangement between Star Ferro and Cement Limited (SFCL), and the Company along with their respective shareholders as approved by the Hon’ble High Court of Meghalaya at Shillong vide its order dated 31st March, 2015, all the assets and liabilities of the Ferro Alloys division (i.e. business and interest of SFCL in manufacture of Ferro Alloys including captive power plant at Byrnihat) have been transferred to and vested in the Company at their respective book values on a going concern basis with effect from 1st April, 2014 being the appointed date.

 

The ratings draw strength from the experienced promoters with established group, availability of captive power plant and comfortable leverage ratios. The ratings also factor the decline in capacity utilization and moderation in profitability in FY15.

 

However, rating strength is partially offset by exposure to volatility in finished goods prices, exposure to group companies and working capital intensive nature of operations.

 

Trade relations are reported as fair. Payment terms are reported to be usually slow but correct.

 

In view of aforesaid, the company can be considered for business dealings at usual trade terms and condition.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – March 31, 2015

 

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CARE

Rating

Long Term Bank Facilities=A-

Rating Explanation

Adequate degree of safety and low credit risk

Date

29.07.2015

 

 

Rating Agency Name

CARE

Rating

Short Term Bank Facilities=A2+

Rating Explanation

Strong degree of safety and low credit risk

Date

29.07.2015

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2015.

 

 

INFORMATION DECLINED BY

 

Name :

Ms. S. Das

Designation :

Office Executive

Contact No.:

91-33-24484169

Date :

09.12.2015

 

 

LOCATIONS

 

Registered Office :

Village Lumshnong, PO: Khaliehriat, District Jaintia Hills-793210, Meghalaya, India

Tel. No.:

91-3655-278215 / 16 / 18

Fax No.:

91-3655-278217

E-Mail :

investors@shyamcenturyferrous.com

rachnapareek@cmcl.co.in

Website :

http://www.shyamcenturyferrous.com

 

 

Factory :

Ferro Alloy and Power Plant

EPIP Rajabagan, Byrnihat-793101, Meghalaya, India

 

 

Corporate Office:

Satyam Towers, 1st Floor, Unit No. 9B, 3 Alipore Road, Kolkata – 700027, West Bengal, India

Tel. No.:

91-33-22484169/ 70

Fax No.:

91-33-22484168

 

 

DIRECTORS

 

AS ON 31.03.2015

 

Name :

Mr. Sajjan Bhajanka

Designation :

Director

 

 

Name :

Mr. Nag Raj Tater

Designation :

Director

Date of Birth/Age :

01.07.1952

Qualification :

Commerce Graduate

Experience in special functional Area :

He is having over 38 years’ experience in Finance, Accounts and Taxation.

Date of Appointment :

09.06. 2014

 

 

Name :

Mr. Aditya Vimalkumar Agarwal

Designation :

Director

Date of Birth/Age :

22nd August,1989

Qualification :

MBA

Experience in special functional Area :

He is 26 years of age and a Commerce Graduate and Master’s in Business administration.

Date of Appointment :

01.04.2015

 

 

Name :

Mr. Mangilal Jain

Designation :

Director

Date of Birth/Age :

14.07.1931

Qualification :

ACA

Experience in special functional Area :

He has an experience of over 56 years and has worked in senior positions with various companies of repute. He is an expert in the field of accounts and finance.

Date of Appointment :

01.04.2015

 

 

Name :

Mr. Santanu Ray

Designation :

Director

Date of Birth/Age :

30.06.1947

Qualification :

FCA

Experience in special functional Area :

He is a Chartered Account and had worked at senior positions as well as consultant with several reputed Companies and has vast experience in the field of research and education. He has served as Chief Mentor at various Business Schools.

Date of Appointment :

01.04.2015

 

 

Name :

Mrs. Plistina Dkhar

Designation :

Director

Date of Birth/Age :

01.01.1960

Qualification :

Undergraduate

Experience in special functional Area :

She has an experience of over 28 years and has been associated with the Company since 2013. She is also Director of, Riangdo Veneers Private Limited., amongst others.

Date of Appointment :

01.03.2013

 

 

KEY EXECUTIVES

 

Name :

Mr. V. K. Nageswara Rao

Designation :

Chief Executive Officer

 

 

Name :

Ms. Hasti Dosti

Designation :

Chief Financial Officer

 

 

Name :

Mrs. Rachna Pareek

Designation :

Company Secretary

 

 

Name :

Ms. S. Das

Designation :

Office Executive

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.09.2015

 

Category of Shareholders

No. of Shares

 

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

97603576

43.93

http://www.bseindia.com/include/images/clear.gifBodies Corporate

39329080

17.70

http://www.bseindia.com/include/images/clear.gifSub Total

136932656

61.63

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

136932656

61.63

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

249170

0.11

http://www.bseindia.com/include/images/clear.gifSub Total

249170

0.11

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

57972568

26.09

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

8971773

4.04

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

17819165

8.02

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

227658

0.10

http://www.bseindia.com/include/images/clear.gifTrusts

110250

0.05

http://www.bseindia.com/include/images/clear.gifClearing Members

47481

0.02

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

69927

0.03

http://www.bseindia.com/include/images/clear.gifSub Total

84991164

38.25

Total Public shareholding (B)

85240334

38.37

Total (A)+(B)

222172990

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

 

 

http://www.bseindia.com/include/images/clear.gif(1)

0

0.00

http://www.bseindia.com/include/images/clear.gif(2)

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

Total (A)+(B)+(C)

222172990

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Ferro Alloys and Generation of Power. (Registered Activity)

 

 

Brand Names :

--

 

 

Agencies Held :

--

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

Not Divulged

 

 

PRODUCTION STATUS: NOT AVAILABLE


 

GENERAL INFORMATION

 

Suppliers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

Customers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

No. of Employees :

167 (Approximately)

 

 

Bankers :

·         State Bank of India

·         Oriental Bank of Commerce

·         Axis Bank Limited

·         HDFC Bank Limited

 

Bank Name:

Not Divulged

Branch:

Not Divulged

Person Name (with Designation):

Not Divulged

Contact Number:

Not Divulged

Name of Account Holder:

Not Divulged

Account Number:

Not Divulged

Account Since (Date/ Year of A/c Opening):

Not Divulged

Average Balance Maintained (Optional):

Not Divulged

Credit Facilities Enjoyed (CC/OD/Term Loan):

Not Divulged

Account Operation:

Not Divulged

Remarks:

Not Divulged

 

 

Facilities :

SECURED LOANS

31.03.2015

(Rs. In Million)

31.03.2014

(Rs. In Million)

LONG-TERM BORROWINGS

 

 

Rupee Term Loan from a Financial Institution

70.398

0.000

Hire Purchase Finance from a bank

1.416

0.000

Less: Current Maturities of Long Term Borrowing and Hire Purchase Obligations

16.416

0.000

 

 

 

SHORT TERM BORROWINGS

 

 

Cash Credit from a bank

242.047

0.000

 

 

 

Total

297.445

0.000

 

Banking Relations :

--

 

 

Financial Institution :

·         North Eastern Development Finance Corporation Limited

Nedfi House, G.S. Road, Dispur, Guwahati-781006, Assam, India

 

 

Auditors :

 

Name :

Kailash B. Goel and Company

Chartered Accountants

Address :

70, Ganesh Chandra Avenue, 1st Floor, Kolkata-700013, West Bengal, India

Tel/Fax. No.:

91-33-22151938

E-Mail :

kbgco@yahoo.co.in

 

 

Memberships :

--

 

 

Collaborators :

--

 

 

Associates :

·         Cement Manufacturing Company Limited

·         Megha Technical and Engineers Private Limited

·         Meghalaya Power Limited

·         Star Ferro and Cement Limited

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2015

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

10,00,000

Equity Shares

Re. 1/- each

Rs. 1.000 Million

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

5,00,000

Equity Shares

Re. 1/- each

Rs. 0.500 Million

 

 

 

 

 

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

31.03.

 

Particulars

                     31.03.2015

(No. of Shares)

(Rs. In Million)

At the beginning of the year

500,000

0.500

Issued during the year

--

--

Outstanding at the end of the year

500,000

0.500

 

 

b) Terms/Rights attached to the Equity Shares and Notes

 

The company has only one class of equity shares having par value of Re. 1/- each per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

 

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

c) Details of Shareholders holding more than 5% shares in the company

 

Particulars

No. of Shares

Percentage

Equity Shares of Re. 1/- each fully paid-up

 

 

Star Ferro and Cement Limited

500,000

100.00

Sajjan Bhajanka

--

--

Sanjay Agarwal

--

--

Mahabir Prasad Agarwal

--

--

Brij Bhushan Agarwal

--

--

Sanjay Agarwal

--

--

 

# The existing share capital would be cancelled upon allotment of shares pursuant to Scheme of Arrangement

 

As per of the Company, including its register of shareholders/members , the above shareholding represents legal ownerships of shares.

 

Particulars

31.03.2015

Share Capital - Pending Allotment

 

Shares to be alloted as per Scheme of Arrangement (net of shares to be cancelled on allotment

2216.73

 

 

Total

2216.73

 


 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2015

31.03.2014

31.03.2013

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

0.500

0.500

0.500

(b) Sahre Capital - Pending Allotment

221.673

0.000

0.000

(c) Reserves & Surplus

662.015

0.017

(0.004)

(d) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

884.188

0.517

0.496

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) Long-term borrowings

55.398

0.000

0.000

(b) Deferred tax liabilities (Net)

7.314

0.000

0.000

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

3.700

0.000

0.000

Total Non-current Liabilities (3)

66.412

0.000

0.000

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

242.047

0.000

0.000

(b) Trade payables

48.807

0.000

0.000

(c) Other current liabilities

79.126

0.004

0.004

(d) Short-term provisions

4.902

0.003

0.000

Total Current Liabilities (4)

374.882

0.007

0.004

 

 

 

 

TOTAL

1325.482

0.524

0.500

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

251.343

0.000

0.000

(ii) Intangible Assets

0.051

0.000

0.000

(iii) Capital work-in-progress

0.000

0.000

0.000

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

337.350

0.000

0.000

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

112.385

0.000

0.000

(e) Other Non-current assets

0.449

0.491

0.000

Total Non-Current Assets

701.578

0.491

0.000

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

358.440

0.000

0.000

(c) Trade receivables

122.685

0.000

0.000

(d) Cash and cash equivalents

32.446

0.033

0.500

(e) Short-term loans and advances

110.333

0.000

0.000

(f) Other current assets

0.000

0.000

0.000

Total Current Assets

623.904

0.033

0.500

 

 

 

 

TOTAL

1325.482

0.524

0.500

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2015

31.03.2014

31.03.2013

 

SALES

 

 

 

 

 

Revenue from Operations

1159.061

0.000

0.000

 

 

Other Income

0.039

0.042

0.039

 

 

TOTAL                                    

1159.100

0.042

0.039

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

353.522

0.000

0.000

 

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

(77.997)

0.000

0.000

 

 

Employees benefits expense

54.983

0.000

0.000

 

 

Other expenses

657.779

0.014

0.014

 

 

TOTAL                                    

988.287

0.014

0.014

 

 

 

 

 

 

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

170.813

0.028

0.025

 

 

 

 

 

Less

FINANCIAL EXPENSES                                   

33.462

0.000

0.000

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION

137.351

0.028

0.025

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                    

46.398

0.000

0.000

 

 

 

 

 

 

EXCEPTIONAL ITEMS

(2.823)

0.000

0.000

 

 

 

 

 

 

PROFIT BEFORE TAX

88.130

0.028

0.025

 

 

 

 

 

Less

TAX                                                                 

34.909

0.007

0.006

 

 

 

 

 

 

PROFIT AFTER TAX

53.221

0.021

0.019

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

106.44

0.04

0.05

 

Diluted

0.24

0.04

0.05

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2015

31.03.2014

31.03.2013

Current Maturities of Long term borrowings

16.416

0.000

NA

 

 

 

 

Cash Generated from Operations

44.943

(0.010)

NA

 

 

 

 

Net Cash generated from Operating Activities

25.458

(0.017)

NA

 

 

KEY RATIOS

 

 

PARTICULARS

 

 

31.03.2015

31.03.2014

31.03.2013

Net Profit Margin

(PAT / Sales)

(%)

4.59

0.00

0.00

 

 

 

 

 

Operating Profit Margin

(PBDIT/Sales)

(%)

14.74

0.00

0.00

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

8.92

5.34

5.00

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.10

0.05

0.05

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.35

0.00

0.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.66

4.71

125.00

 

 

STOCK PRICES

 

Face Value

Re. 1.00/-

 

 

Market Value

Rs. 8.00/-

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

0.500

0.500

0.500

Reserves & Surplus

(0.004)

0.017

662.015

Money received against share warrants

0.000

0.000

0.000

Share Application money pending allotment

0.000

0.000

0.000

Net worth

0.496

0.517

662.515

 

 

 

 

Long-term borrowings

0.000

0.000

55.398

Short term borrowings

0.000

0.000

242.047

CURRENT MATURITIES OF LONG-TERM DEBTS

0.000

0.000

16.416

Total borrowings

0.000

0.000

313.861

Debt/Equity ratio

0.000

0.000

0.474

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

0.000

0.000

1159.061

 

 

 

 

 

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

0.000

0.000

1159.061

Profit

0.019

0.021

53.221

 

 

 

4.59%

 

 


LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check list by info agents

Available in Report

(Yes/No)

1

Year of establishment

Yes

2

Constitution of the entity -Incorporation details

Yes

3

Locality of the entity

Yes

4

Premises details

No

5

Buyer visit details

--

6

Contact numbers

Yes

7

Name of the person contacted

Yes

8

Designation of contact person

Yes

9

Promoter’s background

Yes

10

Date of Birth of Proprietor / Partners / Directors

Yes

11

Pan Card No. of Proprietor / Partners

No

12

Voter Id Card No. of Proprietor / Partners

No

13

Type of business

Yes

14

Line of Business

Yes

15

Export/import details (if applicable)

No

16

No. of employees

Yes

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

22

Conduct of the banking account

--

23

Financials, if provided

Yes

24

Capital in the business

Yes

25

Last accounts filed at ROC, if applicable

Yes

26

Turnover of firm for last three years

Yes

27

Reasons for variation <> 20%

--

28

Estimation for coming financial year

No

29

Profitability for last three years

Yes

30

Major shareholders, if available

Yes

31

External Agency Rating, if available

Yes

32

Litigations that the firm/promoter involved in

--

33

Market information

--

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

 

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

10589213

11/08/2015

110,000,000.00

NORTH EASTERN DEVELOPMENT FINANCE CORPORATION LIMITED

NEDFI HOUSE, G.S. ROAD, DISPUR, GUWAHATI-
781006, ASSAM, INDIA

C63285332

2

10590338

15/06/2015

530,000,000.00

ORIENTAL BANK OF COMMERCE

LARGE CORPORATE BRANCH, 6TH FLOOR, OM TOWERS, 32
, J. L. NEHRU ROAD, KOLKATA- 700071, WEST BENGAL,
INDIA

C63879001

 

 

CORPORATE INFORMATION

 

Shyam Century Ferrous Limited (the Company) is a public company domiciled in India and incorporated on 12.04.2011 under the provisions of the Companies Act, 1956. Pursuant to the Scheme of Arrangement between Star Ferro and Cement Limited (SFCL), the Company and their respective shareholders as approved by the Hon’ble High Court of Meghalaya at Shillong vide its order dated 31st March, 2015, all the assets and liabilities of the Ferro Alloys division (i.e. business and interest of SFCL in manufacture of Ferro Alloys including captive power plant at Byrnihat) have been transferred to and vested in the Company at their respective book values on a going concern basis with effect from 1st April, 2014 being the appointed date. The Company is engaged in manufacturing of Ferro Alloys and generation of Power. The manufacturing unit is located at Byrnihat, Meghalaya. The company is selling its product across India.

 

 

SCHEME OF ARRANGEMENT

 

Pursuant to the Scheme of Arrangement entered between your Company, Star Ferro and Cement Limited and their respective shareholders, duly approved by the Hon’ble High Court of Meghalaya at Shillong vide its order dated 31st March, 2015, the business of Ferro Alloys unit of Star Ferro and Cement Limited along with captive power plant has been demerged and all the assets and liabilities of the Ferro Alloys business including the captive power plant attached thereto as also the investment in equity of Meghalaya Power Limited have been transferred to and vested in the Company at their book value on going concern basis with effect from 1st April, 2014 being the appointed date of demerger as approved. The Scheme although effective from 10th April, 2015, being the date of filing of certified copy of the order with the Registrar of Companies, has become operative from 1st April, 2014 being the appointed date.

The main objective of the demerger was to unlock shareholder value. In addition, the demerger shall have focused attention on each of the segments and a more transparent benchmarking of the companies with their peers in their respective industries, enabling the investors to hold separate focused stocks. The figures for current year are not comparable with figures of previous years due to effect of the scheme in current year figures.

 

 

BUSINESS REVIEW

 

Up to March 31, 2014, the ferro alloys business was conducted by Star Ferro and Cement Limited. Following the demerger of the ferro alloys division of SFCL, the ferro alloys business is being conducted by the Company. The ferro alloys business mainly comprises of manufacturing of ferro alloys in Meghalaya and power generation via a captive power plant. The Company manufactured 14,835 metric tonnes of ferro alloys in 2014-15. The Company is an ISO 9001:2008-certified organisation and believes in complying with strict quality norms. Their product range includes: ferro silicon and silico manganese and their primary market is India where they sell 100% of their production.

 

We endeavour to manufacture high-quality products and deliver them within the stipulated time to our clients. Quality raw material, cutting-edge equipment and stringent quality control measures ensure the manufacture of qualitatively consistent products. Their product range includes the highest quality ferro alloys, a key input for steel industries, in line with the norms laid down by the Bureau of Indian Standards. With multiple furnaces of sizeable capacities, the Company has the flexibility to produce different types of ferro alloys as per market dynamics. This adds to the competitive advantage of the organisation as different product mixes can be maintained at the same time even while manufacturing low quantities. As a designated consumer under the PAT cycle, we also achieved the target set for us by BEE.

 

FUTURE OUTLOOK

 

The Indian Ferro Alloys industry has a capacity of 5.15 million tonnes and accounts for 10% of the world’s Ferro Alloys production. The industry has abundant rich Chrome Ore and Manganese deposit but has not been globally competitive despite low manpower cost mainly due to the various challenges faced by the Industry essentially on account of high cost of electric power and power shortage, inadequate transportation facilities for rapid transportation of ores from mines to plants, lack of capital and technology.

 

There is stiff competition from the producers and exporters of the Ferro Alloys in India. Exports from India to China, South Africa and other countries constitute nearly 50% of the market of the Ferro Alloys. China has become the largest consumer of Ferro Alloys and thus has been dominant in the market. There is a wide fluctuation in Ferro Alloys price in international market. The Global Ferro Alloys market is anticipated to increase at a CAGR of 5.4%. by the FY2020. With the change in the Government, the Indian industry is expected to grow at the rate of 8-10% over the medium term and translate into enhanced business opportunities for the overall industry.

 

India is expected to be one of the highest in growth of Steel consuming nations in the next decade. With this, Steel scenario globally and domestically is likely to be changed, the consumption of Ferro Alloys will increase domestically and internationally in coming years.

 


 

PERFORMANCE AND OPERATIONS REVIEW

 

Due to slower growth in Global steel market output, the performance of Ferro Alloys remained dampened and subdued during the year. Despite weak economy and intense market situation, the Ferro Alloys segment posted a turnover of Rs. 1159.100 Million and profit before tax stood at Rs. 88.130 Million. During the year the production was at 14,835 MT.

 

 

PART I

 

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER/ HALF YEAR ENDED SEPTEMBER 30, 2015

 

 

Particulars

QUARTER ENDED

Unaudited

HALF YEAR ENDING

Unaudited

 

 

30.09.2015

30.06.2015

30.09.2015

1.

a) Net Sales/ Income from Operations (Net of Excise Duty)

272.962

331.830

604.792

 

b) Other Operating Income

0.353

0.962

1.315

 

Total Income from Operations (Net) 

273.315

332.792

606.107

 

 

 

 

 

2.

Expenses

 

 

 

 

a) Cost of materials consumed

80.967

66.826

147.793

 

b)  Changes in inventories of finished goods, work-in-   progress and stock-in-trade

(8.271)

86.905

78.634

 

c) Employee benefits expense

13.212

13.330

26.542

 

d)  Depreciation and amortization expense 

7.400

7.263

14.663

 

e)  Other Expenses 

169.800

150.395

320.195

 

TOTAL EXPENSES

263.108

324.719

587.827

 

 

 

 

 

3.

Profit from Operations before other income, finance costs and exceptional items (1-2)

10.207

8.073

18.280

4.

Other Income

0.005

--

0.003

5.

Profit from ordinary activities before finance costs and exceptional Items (3+4)

10.212

8.073

18.285

6.

Finance costs

8.373

10.853

19.226

7.

Profit from ordinary activities after finance costs but before exceptional Items (5-6)

1.839

(2.780)

(0.941)

8.

Exceptional Items

--

--

--

9.

Profit/(Loss)  from ordinary activities before tax (7+8)

1.839

(2.780)

(0.941)

10.

Tax Expense

0.372

(1.064)

(0.692)

11.

Net Profit  / Loss from ordinary activities after tax (9-10)

1.467

(1.716)

(0.249)

12.

Extraordinary items

--

--

--

13.

Net Profit/(Loss) for the period (11-12)

1.467

(1.716)

(0.249)

14.

Share of Profit/ (Loss) of associates

--

--

--

15.

Minority Interest

--

--

--

16.

Net Profit/(Loss) after taxes, minority interest and shares of profit/(loss) of associates (13+14-15)

1467

(1.716)

(0.249)

17.

a) Paid-up Equity Share Capital (Face value of Re. 1/- each))

2221.73

2221.73

221.73

 

b) Equity Share Capital Pending Allotment

--

--

--

18.

Reserves excluding revaluation  reserves as per  Balance Sheet of previous accounting year 

6617.67

6602.99

6617.67

19.

Earnings per share  (EPS) – (non-annualized) Rs.

 

 

 

 

- Basic

0.01

(0.01)

(0.001)

 

- diluted

0.01

(0.01)

(0.001)

 

Face Value of Shares Re. 1/-

 

 

 

PART II

 

 

 

Select Information for the Quarter/ Half Year ended 30th September, 2015

A.

PARTICULARS OF SHAREHOLDING

 

 

 

1.

Public Shareholding

 

 

 

 

- Number of Shares

85240334

74752334

85240334

 

- Percentage of Shareholding

38.37

33.65

38.37

2.

Promoter and Promoter Group Shareholding

 

 

 

 

Pledged/Encumbered

 

 

 

 

No. of shares

3000000

3000000

3000000

 

-Percentage of Shares (as a % of the total shareholding of promoter and promoter group)

2.19

2.03

2.19

 

-Percentage of Shares (as a % of the total share capital of the Company)

1.35

1.35

1.35

 

 

 

 

 

 

Non-encumbered

 

 

 

 

No. of shares

133932656

144420656

133932656

 

-Percentage of Shares (as a % of the total shareholding of promoter and promoter group)

97.81

97.97

97.81

 

-Percentage of Shares (as a % of the total share capital of the Company)

60.28

65.00

60.28

 

 

INVESTOR COMPLAINTS

Quarter ended 30.09.2015

 

 

Pending as on

Nil

 

Received during the quarter

Nil

 

Resolved during the quarter

Nil

 

Pending as on

Nil

 

 

REPORT OF SEGMENT REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE QUARTER/ HALF YEAR ENDED ON 30TH SEPTEMBER, 2015

 

 

 

PARTICULARS

QUARTER ENDED

Unaudited

HALF YEAR ENDING

 

 

30.09.2015

30.06.2015

30.09.2015

1.

Segment Revenue (Net)

 

 

 

 

a) Ferro Alloy

272.962

331.830

604.792

 

b) Power

 

 

 

 

External Sales Revenue

--

--

--

 

Inter-segment Revenue 

35.237

103.372

138.610

 

Total Segment Revenue 

308.199

435.202

743.401

 

Less : Inter-segment Revenue 

35.237

103.372

138.610

 

Net Sales / Income from Operations

272.962

331.830

604.792

 

 

 

 

 

2.

Segment Results : Profit (+)/Loss (-) before tax and Finance Cost 

 

 

 

 

a) Ferro Alloy

20.403

11.612

32.015

 

b) Power

(5.408)

0.868

(4.540)

 

Total

14.995

12.480

27.475

 

Less :Finance Cost 

8.373

10.853

19.225

 

Add: Unallocable (Expenses)/income net of unallocable Income/expenses 

(4.783)

(4.407)

(9.191)

 

Total Profit/ (Loss) Before Tax

1.839

(2.780)

(0.941)

 

 

 

 

 

3.

Capital Employed (Segment Assets – Segment Liabilities) 

 

 

 

 

a) Ferro Alloy

586.752

546.960

586.752

 

b) Power

230.785

247.482

230.785

 

c)  Unallocated

66.403

88.030

66.403

 

Total

883.940

882.472

883.940

                                                            

NOTES:

 

1. The above result has been reviewed by Audit Committee and approved by the Board of Directors at their respective meetings held on 03rd November, 2015.


2. Pursuant to the Scheme of Arrangement approved by the Hon’ble High Court of Meghalaya at Shillong vide its order dated 31st March, 2015 all the assets and liabilities of the ferro alloy business and investment in Equity shares of Meghalaya Power Limited have been transferred to and vested in the company at their respective book values on a going concern basis w.e.f. 1st April, 2014, being the appointed date. Therefore, the figures for the quarter/ half year ended 20th September, 2014 have been recasted to give effect to the Scheme of Arrangement.

 

3. The figures for the quarter ended 30th September, 2015 are the balancing figures being difference between the unaudited figures in respect of the half year ended 30th September, 2015 and the quarter ended unaudited figures upto 30th June, 2015 which were not subject to limited review.

 

4. Figures of the previous period have been regrouped and reclassified to confirm to the classification of current period, wherever necessary.

 

Statement of Assets and Liabilities (Stand-alone)

      

Particulars

As at

 

30.09.2015

 

 

A. EQUITY AND LIABILITIES

 

1. Shareholders Funds

 

a] Share Capital

222.173

b] Share Capital Pending Allotment

--

c] Reserves and Surplus

661.767

Sub-total – Shareholders’ funds

883.940

 

 

2. Non-current Liabilities

 

a] Long Term Borrowings

46.830

b] Deferred tax Liabilities (Net)

6.442

c] Long Term Provision

4.723

Sub-total - Non-current Liabilities

57.995

 

 

3. Current Liabilities

 

a] Short term Borrowings

210.514

b] Trade Payables

59.596

c] Other Current Liabilities

71.291

d] Short Term Provision

3.875

Sub-total -  Current Liabilities

345.276

TOTAL -  EQUITY AND LIABILITIES 

1287.211

 

 

B ASSETS

 

1. Non-current assets

 

a] Net Fixed assets

237.213

b]  Non-current investments

337.350

c]   long Term loans and Advances

112.259

d]  Other non-current assets

0.129

Sub-total – Non- current assets

686.951

 

 

2. CURRENT ASSETS

 

 

Inventories

246.093

 

Trade Receivables

165.548

 

Cash & Bank Balances

41.112

 

Short Term loans and advances

147.507

  Sub-total – Current Assets

600.260

 

 

TOTAL - ASSETS

1287.211

 

 

CONTINGENT LIABILITIES:

 

Particulars

31.03.2015

(Rs. In Million)

31.03.2014

(Rs. In Million)

Contingent Liabilities not provided for in respect of:–

 

 

(a) Bills discounted with banks

1.786

0.000

(b) Solvent surety given to Excise Department against differential excise duty refund

60.634

0.000

Total

62.420

0.000

 

Note: Based on discussion with the solicitors/favourable decisions in similar cases/legal opinion taken by the company, the management believes that the company has a good chance of success in cases mentioned here-in-above and hence, no provision there against is considered necessary.


FIXED ASSETS:

 

Tangible Assets

 

·         Land

·         Buildings

·         Plant and Equipment

·         Furniture and Fixtures

·         Vehicles

·         Office Equipment

·         Computer Equipments

·         Leasehold Improvements

 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                           None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                        None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                        None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

 

Unit

Indian Rupees

US Dollar

1

Rs. 66.79

UK Pound

1

Rs. 101.10

Euro

1

Rs. 73.10

 

 

INFORMATION DETAILS

 

Information Gathered by :

NYA

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

IND

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

4

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

4

--RESERVES

1~10

4

--CREDIT LINES

1~10

5

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

41

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                  Payment record (10%)

Credit history (10%)                   Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.